Celsius Major Shareholder Sells 900,000 Shares in $36M Planned Transaction

Dean DeSantis, a 10% owner of Celsius Holdings (CELH), reported the settlement of three tranches of a Variable Prepaid Forward Sale Contract (VPF) originally entered on August 1, 2022.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Dean DeSantis, a 10% owner of Celsius Holdings (CELH), reported the settlement of three tranches of a Variable Prepaid Forward Sale Contract (VPF) originally entered on August 1, 2022. The transactions occurred between June 17-20, 2025, involving:

Disposition of 900,000 total shares (300,000 shares per tranche) at $40.1588 per share
Shares were held indirectly through GRAT 1, LLC, where DeSantis serves as one of two personal representatives of the Estate of Carl DeSantis
Following the transactions, beneficial ownership decreased from 10,500,000 to 9,900,000 shares

The VPF settlement terms were triggered as the stock's settlement price exceeded the Cap Price of $40.1588, resulting in physical delivery of shares to the buyer. The transactions were executed according to a pre-established contract, with the buyer paying GRAT 1 cash based on the difference between Floor Price ($30.1191) and Cap Price ($40.1588).

Positive

None.

Negative

Major shareholder (10% owner) Dean DeSantis, through GRAT 1 LLC, disposed of 900,000 shares of CELH stock at $40.16 per share (total value ~$36.1M) through a pre-arranged variable prepaid forward sale contract

Insider Trade Summary

Other: 1,800,000 shares

Other 6 txns

Insider DeSantis Dean

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Variable Prepaid Forward Sale Contract (obligation to sell)	300,000	$0.00	$0.00
Other	Common Stock	300,000	$40.1588	$12.05M
Other	Variable Prepaid Forward Sale Contract (obligation to sell)	300,000	$0.00	$0.00
Other	Common Stock	300,000	$40.1588	$12.05M
Other	Variable Prepaid Forward Sale Contract (obligation to sell)	300,000	$0.00	$0.00
Other	Common Stock	300,000	$40.1588	$12.05M

Holdings After Transaction: Variable Prepaid Forward Sale Contract (obligation to sell) — 0 contracts (Indirect, See Footnote); Common Stock — 9,900,000 shares (Indirect, See Footnote)

Footnotes (4)

F1. The Reporting Person is one of the two personal representatives of the Estate of Carl DeSantis, which holds a one hundred percent (100%) beneficial ownership interest in GRAT 1, LLC ("GRAT 1"). Accordingly, the Reporting Person has shared voting and dispositive control over the shares held by GRAT 1, LLC..
F2. On June 17, 2025, June 18, 2025, and June 20, 2025 GRAT 1 settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on August 1, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, GRAT 1 elected full physical settlement.
F3. In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) GRAT 1 to deliver to the buyer 300,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 16, 2025, June 17, 2025, and June 18, 2025), and (ii) the buyer to pay GRAT 1 an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $30.1191 (the "Floor Price"), but less than or equal to $40.1588 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $10.0397.
F4. On each of June 16, 2025, June 17, 2025, and June 18, 2025, the Settlement Price was greater than the Cap Price. Accordingly, GRAT 1 transferred to the buyer a number of CELH shares and the buyer paid GRAT 1 amounts in cash determined pursuant to the formula above.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CELH shares did Dean DeSantis sell in June 2025?

Dean DeSantis, through GRAT 1 LLC, sold a total of 900,000 shares of Celsius Holdings (CELH) common stock across three transactions: 300,000 shares each on June 17, June 18, and June 20, 2025, at a price of $40.1588 per share.

What was the nature of CELH insider Dean DeSantis's Variable Prepaid Forward Sale transaction?

The transaction was part of a prepaid variable forward sale (VPF) agreement entered on August 1, 2022. The VPF required GRAT 1 LLC to deliver 300,000 shares per tranche to the buyer at maturity, with a floor price of $30.1191 and a cap price of $40.1588. The settlement occurred in three tranches in June 2025, with the buyer paying GRAT 1 based on a formula when the settlement price exceeded the cap price.

What is Dean DeSantis's relationship to CELH?

Dean DeSantis is a 10% owner of Celsius Holdings (CELH) and serves as one of two personal representatives of the Estate of Carl DeSantis. He has shared voting and dispositive control over shares held by GRAT 1 LLC, which holds 100% beneficial ownership interest in the shares.

How many CELH shares does Dean DeSantis control after the June 2025 transactions?

Following the reported transactions, Dean DeSantis's indirect beneficial ownership through GRAT 1 LLC decreased to 9,900,000 shares of CELH common stock, down from 10,500,000 shares before the transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/20/2025 - 02:16 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DeSantis Dean

(Last)

(First)

(Middle)

190 S.E. 5TH AVENUE, SUITE 200

(Street)

DELRAY BEACH

33483

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Celsius Holdings, Inc. [ CELH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/17/2025		J/K⁽²⁾⁽³⁾⁽⁴⁾		300,000	D	$40.1588	10,500,000	I	See Footnote⁽¹⁾
Common Stock	06/18/2025		J/K⁽²⁾⁽³⁾⁽⁴⁾		300,000	D	$40.1588	10,200,000	I	See Footnote⁽¹⁾
Common Stock	06/20/2025		J/K⁽²⁾⁽³⁾⁽⁴⁾		300,000	D	$40.1588	9,900,000	I	See Footnote⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽²⁾⁽³⁾⁽⁴⁾	06/17/2025		J/K⁽²⁾⁽³⁾⁽⁴⁾			300,000	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	300,000	$0⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽¹⁾
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽²⁾⁽³⁾⁽⁴⁾	06/18/2025		J/K⁽²⁾⁽³⁾⁽⁴⁾			300,000	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	300,000	$0⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽¹⁾
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽²⁾⁽³⁾⁽⁴⁾	06/20/2025		J/K⁽²⁾⁽³⁾⁽⁴⁾			300,000	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	300,000	$0⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽¹⁾

Explanation of Responses:

1. The Reporting Person is one of the two personal representatives of the Estate of Carl DeSantis, which holds a one hundred percent (100%) beneficial ownership interest in GRAT 1, LLC ("GRAT 1"). Accordingly, the Reporting Person has shared voting and dispositive control over the shares held by GRAT 1, LLC..

2. On June 17, 2025, June 18, 2025, and June 20, 2025 GRAT 1 settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on August 1, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, GRAT 1 elected full physical settlement.

3. In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) GRAT 1 to deliver to the buyer 300,000 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on June 16, 2025, June 17, 2025, and June 18, 2025), and (ii) the buyer to pay GRAT 1 an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $30.1191 (the "Floor Price"), but less than or equal to $40.1588 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $10.0397.

4. On each of June 16, 2025, June 17, 2025, and June 18, 2025, the Settlement Price was greater than the Cap Price. Accordingly, GRAT 1 transferred to the buyer a number of CELH shares and the buyer paid GRAT 1 amounts in cash determined pursuant to the formula above.

	/s/ Dean DeSantis	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Source: View Original Filing on SEC EDGAR